EXHIBIT 4.1


                              CERTIFICATE OF TRUST
                                       OF
                             CT CONVERTIBLE TRUST I

         THIS  Certificate of Trust of CT  CONVERTIBLE  TRUST I (the "Trust") is
being  duly  executed  and filed on behalf of the Trust by the  undersigned,  as
trustees,  to form a business  trust under the Delaware  Business  Trust Act (12
Del. C. ss. 3801 et seq.) (the "Act").


         1. Name. The name of the business  trust formed by this  Certificate of
Trust is CT CONVERTIBLE TRUST I.

         2. Delaware  Trustee.  The name and business  address of the trustee of
the Trust in the State of Delaware are Wilmington  Trust Company,  Rodney Square
North,  1100  North  Market  Street,  Wilmington,   Delaware  19890-0001,  Attn:
Corporate Trust Administration.

         3. Effective  Date.  This  Certificate of Trust shall be effective upon
filing.

         IN WITNESS WHEREOF,  the undersigned has duly executed this Certificate
of Trust in accordance with Section 3811(a)(1) of the Act.

                                      WILMINGTON TRUST COMPANY, as
                                      trustee


                                      By:/s/ Emmett R. Harmon
                                         -----------------------------------
                                         Name:    Emmett R. Harmon
                                         Title:   Vice President


                                      JOHN R. KLOPP, as trustee


                                      By:/s/ John R. Klopp
                                         -----------------------------------
                                         Name:    John R. Klopp
                                         Title:   Trustee


                                      SHELI Z. ROSENBERG, as trustee


                                      By:/s/ Sheli Z. Rosenberg
                                         ----------------------------------
                                         Name:    Sheli Z. Rosenberg
                                         Title:   Trustee

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